Securityholder Representative Expenses definition

Securityholder Representative Expenses shall have the meaning set forth in Section 10.2.

Securityholder Representative Expenses is defined in Section 9.13(b).

Securityholder Representative Expenses has the meaning given to such term in Section 2.17(e).

Examples of Securityholder Representative Expenses in a sentence

• The Securityholder Representative Expenses Reserve shall be used to pay the Securityholder Representative Expenses and Advisory Committee Expenses in accordance with Section 8.8(b).

• The Expense Fund shall be accessed, and the Expense Fund Amount shall be used, solely by the Securityholder Representative (1) to pay any Securityholder Representative Expenses it may incur in performing its duties or exercising its rights under this Agreement, any Related Agreement, or the Securityholder Representative Engagement Agreement and (2) as otherwise directed by the Advisory Group.

• The Base Escrow Amount (plus any interest paid on such Base Escrow Amount), the Sales Tax Escrow Amount (plus any interest paid on such Sales Tax Escrow Amount) and the Securityholder Representative Expenses Reserve (plus any interest paid on such Securityholder Representative Expenses Reserve) are collectively referred to herein as the “Escrow Fund”.

• The Securityholder Representative Expenses Reserve shall be made available solely to the Securityholder Representative as directed by written instructions of the Securityholder Representative for the payment of all Representative Losses and Advisory Committee Expenses.

• Any such Securityholder Representative Expenses may be recovered at the election of the Securityholder Representative, at any time from: (i) the Expense Fund; (ii) the Escrow Fund, at such time as remaining amounts would otherwise be distributable to the Indemnifying Holders and to the extent any funds remain in such fund; or (iii) from the Indemnifying Holders directly according to the Indemnity Pro Rata Share of each Indemnifying Holder.

• By virtue of this Agreement and as partial security for the Indemnified Parties under Section 8.2(a), at the Effective Time, Parent shall deposit with the Escrow Agent the Base Escrow Amount, the Sales Tax Escrow Amount and the Securityholder Representative Expenses Reserve, such deposit to constitute an escrow fund to be governed by the terms set forth herein.

• Such Securityholder Representative Expenses may be recovered first, from the Expense Fund, second, from any distribution of the Escrow Fund otherwise distributable to the Securityholders at the time of distribution, and third, directly from the Securityholders.

• Each Company Securityholder further agrees that he, she or it shall promptly reimburse the Securityholder Representative for his, her or its allocable share of any Securityholder Representative Expenses.

• The Representative Holdback Amount shall be used (i) for the purposes of paying directly or reimbursing the Securityholder Representative for any Securityholder Representative Expenses incurred pursuant to this Agreement, the Escrow Agreement or any Securityholder Representative Engagement Agreement, or (ii) as otherwise determined by the Advisory Group.

• Upon the Escrow Termination Date, the balance of the Representative Reimbursement Fund shall promptly be delivered to the Company Securityholders, except with respect to any amount necessary to satisfy any pending certified requests made by the Securityholder Representative for Securityholder Representative Expenses.

More Definitions of Securityholder Representative Expenses

Securityholder Representative Expenses shall have the meaning set forth in Section 6.4(b).